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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Filed by the Registrant  ☒                         Filed by a Party other than the Registrant  ☐

Check the appropriate box:

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ELEVATION ONCOLOGY, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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ELEVATION ONCOLOGY, INC.

888 Seventh Ave., 12th Floor101 Federal Street, Suite 1900

New York, New York 10106Boston, Massachusetts 02110

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 16, 202313, 2024

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To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 20232024 Annual Meeting of Stockholders of Elevation Oncology, Inc. will be held via a virtual meeting. You will be able to participate in the Annual Meetingmeeting and vote during the Annual Meetingmeeting via live webcast by visiting www.virtualshareholdermeeting.com/ELEV2023ELEV2024 on Friday, June 16, 2023,13, 2024, at 11:9:00 a.m. Eastern Time. We believe that a virtual stockholder meeting provides greater access to those who may want to attend, and provides a safer forum in light of the continued presence of COVID-19, and therefore we have chosen this over an in-person meeting. It is important that you retain a copy of the control number found on the proxy card or voting instruction form, as such number will be required in order for stockholders to gain access to the virtual meeting.

We are holding the meeting for the following purposes, which are more fully described in the accompanying proxy statement:

In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

Only stockholders of record at the close of business on April 17, 2023,15, 2024, are entitled to receive notice of, and to vote at, the meeting and any adjournments thereof. On or about April 27, 2023,26, 2024, we expect to send to stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”), containing instructions on how to access our proxy statement for our Annual Meetingthe meeting (the “Proxy Statement”) and our 20222023 Annual Report on Form 10-K to stockholders.(the “Annual Report”). The Notice of Internet Availability also provides instructions on how to vote through the internet or by telephone and includes instructions on how to receive paper copies of the proxy materials by mail, if desired.

For ten10 days prior to the meeting, a complete list of the stockholders entitled to vote at the meeting will be available upon request by any stockholder for any purpose relating to the meeting. Stockholders can request the list of stockholders through our investor relations website at https://investors.elevationoncology.com/investor-contacts.

Your vote as an Elevation Oncology, Inc. stockholder is very important. Each share of common stock that you own represents one vote.

For questions regarding your stock ownership, you may contact our Corporate Secretary at corporatesecretary@elevationoncology.com or, if you are a registered holder, our transfer agent, American Stock Transfer &Equiniti Trust Company, LLC by email through their website at www.astfinancial.com/contact-uswww.equiniti.com or by phone at (800) 937-5449. Whether or not you expect to attend the meeting, we encourage you to read the proxy statement and vote through the internet or by telephone, or to request, sign and return your proxy card as soon as possible, so that

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New York, New YorkBoston, Massachusetts

April 27, 202326, 2024

Important Notice Regarding the Availability of Proxy Materials for the virtualVirtual Annual Meeting of Stockholders to be heldBe Held on June 16, 2023:13, 2024: the Proxy Statement and our 2022the Annual Report on Form 10-K are available at www.ProxyVote.com. You will need the control number included on your proxy card or voting instruction form, or included in the e-mail to you if you received the proxy materials by e-mail, as such number will be required in order for stockholders to gain access to the virtual meeting.

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ELEVATION ONCOLOGY, INC.

PROXY STATEMENT FOR 20232024 ANNUAL MEETING OF STOCKHOLDERS

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ELEVATION ONCOLOGY, INC.

888 Seventh Ave., 12th Floor101 Federal Street, Suite 1900

New York, New York 10106Boston, Massachusetts 02110

PROXY STATEMENT FOR THE 20232024 ANNUAL MEETING OF STOCKHOLDERS

April 27, 202326, 2024

INFORMATION ABOUT SOLICITATION AND VOTING

The accompanying proxy is solicited on behalf of the Board of Directors (the “Board”) of Elevation Oncology, Inc. (“Elevation Oncology” or the “Company”), for use at Elevation Oncology’s 20232024 Annual Meeting of Stockholders (the “Annual Meeting”), to be held via a virtual meeting. You will be able to participate in the Annual Meeting and vote during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/ELEV2023ELEV2024 on Friday, June 16, 2023,13, 2024, at 11:9:00 a.m. Eastern Time, and any adjournment or postponement thereof. You will need the control number included on your proxy card or voting instruction form or included in the e-mail to you if you received the proxy materials by e-mail, as such number will be required in order for stockholders to gain access to the virtual Annual Meeting.

We are making this proxy statement (the “Proxy Statement”), the accompanying form of proxy and our Annual Report on Form 10-K for the year ended December 31, 20222023 (the “Annual Report”), first available to stockholders on or about April 27, 2023.26, 2024. An electronic copy of the Proxy Statement and the Annual Report are available at https://investors.elevationoncology.com/sec-filings.

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Internet Availability of Proxy Materials

Under rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we are furnishing proxy materials to our stockholders primarily via the internet, instead of mailing printed copies to each stockholder. On or about April 27, 2023,26, 2024, we expect to send to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) containing instructions on how to access our proxy materials, including the Proxy Statement and the Annual Report. The Notice of Internet Availability also provides instructions on how to vote through the internet or by telephone and includes instructions on how to receive paper copies of the proxy materials by mail or an electronic copy of the proxy materials by email.

This process is designed to reduce our environmental impact and lower the costs of printing and distributing our proxy materials without impacting our stockholders’ timely access to this important information. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability.

GENERAL INFORMATION ABOUT THE MEETING

Purpose of the Annual Meeting

At the Annual Meeting, stockholders will act upon the proposals described in this Proxy Statement. In addition, we will consider any other matters that are properly presented for a vote at the meeting. We are not aware of any other matters to be submitted for consideration at the meeting. If any other matters are properly presented for a vote at the meeting, the persons named in the proxy, who are officers of the company, have the authority in their discretion to vote the shares represented by the proxy.

Record Date; Quorum

Only holders of record of common stock at the close of business on April 17, 2023,15, 2024, the record date, will be entitled to vote at the Annual Meeting. At the close of business on April 17, 2023, 23,786,33715, 2024, 54,638,262 shares of common stock were outstanding and entitled to vote.

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business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote online at the virtual Annual Meeting or if you have properly submitted a proxy.

GENERAL PROXY INFORMATION

Voting Rights; Required Vote

Each holder of shares of common stock is entitled to one vote for each share of common stock held as of the close of business on April 17, 2023,15, 2024, the record date. You may vote all shares owned by you at such date, including (1) shares held directly in your name as the stockholder of record and (2) shares held for you as the beneficial owner in street name through a broker, bank, trustee or other nominee. Dissenters’ rights are not applicable to any of the matters being voted on.

Stockholder of Record: Shares Registered in Your Name. If on April 17, 2023,15, 2024, your shares were registered directly in your name with our transfer agent, American Stock Transfer &Equiniti Trust Company, LLC, then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the Annual Meeting, or vote in advance through the internet or by telephone, or if you request to receive paper proxy materials by mail, by filling out and returning the proxy card.

Beneficial Owner: Shares Registered in the Name of a Broker or Nominee. If on April 17, 2023,15, 2024, your shares were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your broker on how to vote the shares held in your account, and your broker has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. Because the brokerage firm, bank or other nominee that holds your shares is the stockholder of record, if you wish to attend the Annual Meeting and vote your shares, you must obtain a valid proxy from the firm that holds your shares giving you the right to vote the shares at the Annual Meeting.

Each director will be elected by a plurality of the votes cast at the Annual Meeting. This means that the two individuals nominated for election to the Board of Directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may either vote “FOR” one or all of the nominees or “WITHHOLD” your vote with respect to one or all of the nominees. You may not cumulate votes in the election of directors. Approval of the ratification of the appointment of our independent registered public accounting firm will be obtained if the holders of a majority of the votes cast for or against the proposal at the Annual Meeting vote “FOR” the proposal. Approval of an amendment to our Restated Certification of Incorporation to reflect new Delaware law provisions regarding officer exculpation (the “Exculpation Amendment”) will be obtained if the holders of a majority of the voting power of the outstanding shares of common stock of the Company entitled to vote thereon vote “FOR” the proposal.

A proxy submitted by a stockholder may indicate that the shares represented by the proxy are not being voted (stockholder withholding) with respect to a particular matter. In addition, a broker may not be permitted to vote on shares held in street name on a particular matter in the absence of instructions from the beneficial owner of the stock (broker non-vote). The shares subject to a proxy which are not being voted on a particular matter because of either stockholder withholding or broker non-votes will count for purposes of determining the presence of a quorum, but are not treated as votes cast and, therefore, will have no effect on the election of directors or the ratification of the appointment of our independent registered public accounting firm. Abstentions are voted neither “for” nor “against” a matter, and, therefore, will have no effect on the election of directors or the ratification of the appointment of our independent registered public accounting firm, but are counted in the determination of a quorum. Abstentions and broker non-votes will have the same effect as a vote “against” the approval of the Exculpation Amendment.

Recommendations of the Board of Directors on Each of the Proposals Scheduled to be Voted on at the Annual Meeting

The Board of Directors recommends that you vote FOR the election of each of the Class IIIII directors named in this proxy statement (“Proposal 1”), and FOR the ratification of the appointment of CohnReznick LLP as our independent

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Voting Instructions; Voting of Proxies

If you are a stockholder of record, you may:

Votes submitted through the internet or by telephone must be received by 11:59 p.m., Eastern Time, on June 15, 2023.12, 2024. Submitting your proxy, whether by telephone, through the internet or by mail if you requested or received a paper proxy card, will not affect your right to vote online should you decide to attend the virtual Annual Meeting. If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct how to vote your shares. For Proposal 1, you may either vote “FOR” all of the nominees to the Board, of Directors, or you may withhold your vote from any nominee you specify. For Proposal 2, and Proposal 3, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.

All proxies will be voted in accordance with the instructions specified on the proxy card. If you sign a physical proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of our Board of Directors stated above.

If your shares are held in an account with a brokerage firm, bank or other nominee, then you are deemed to be the beneficial owner of your shares held in street name and the broker that actually holds the shares for you is the record holder and is required to vote the shares it holds on your behalf according to your instructions. The proxy materials, as well as voting and revocation instructions, should have been forwarded to you by the bank, broker or other nominee that holds your shares. In order to vote your shares, you will need to follow the instructions that your bank, broker or other nominee provides you. The voting deadlines and availability of telephone and internet voting for beneficial owners of shares held in street name will depend on the voting processes of the bank, broker or other nominee that holds your shares. Therefore, we urge you to carefully review and follow the voting instruction card and any other materials that you receive from that organization.

If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (as described above) and will not be counted in determining the number of shares necessary for approval of the proposals. However, shares that constitute broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting.

If you receive more than one proxy card or Notice of Internet Availability, your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on each proxy card or Notice of Internet Availability and vote each proxy card by telephone, through the internet or by mail. If you requested or received paper proxy materials by mail, please complete, sign, date and return each proxy card to ensure that all of your shares are voted.

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materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, we, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials and/or vote through the internet, you are responsible for any internet access charges you may incur.

Revocability of Proxies

A stockholder of record who has given a proxy may revoke it at any time before the closing of the polls by the inspector of elections at the Annual Meeting by:

Please note, however, that if your shares are held of record by a brokerage firm, bank or other nominee, and you wish to revoke a proxy, you must contact that firm to revoke or change any prior voting instructions.

Electronic Access to the Proxy Materials

The Notice of Internet Availability will provide you with instructions regarding how to:

Choosing to receive your future proxy materials by email will reduce the impact of our annual meetings of stockholdersthe Annual Meeting on the environment and lower the costs of printing and distributing our proxy materials. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

Voting Results

Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. The final results will be tallied by the inspector of elections and filed with the SEC in a Current Report on Form 8-K within four business days of the Annual Meeting.

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CORPORATE GOVERNANCE

We are committed to good corporate governance practices. These practices provide an important framework within which our Board of Directors and management pursue our strategic objectives for the benefit of our stockholders.

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, Board committee structure and functions, and other policies for the governance of the company. Our Corporate Governance Guidelines are available without charge on the investor relations section of our website at https://investors.elevationoncology.com/documents.

Board Composition and Leadership Structure

Our Corporate Governance Guidelines provide that our board of directorsBoard shall be free to choose its chairperson in any way that it considers in the best interests of our company, and that the Nominating and Corporate Governance Committee shall periodically consider the leadership structure of our Board of Directors and make such recommendations to the Board of Directors with respect thereto as the Nominating and Corporate Governance Committee deems appropriate. The positions of Chief Executive Officer and Chair of our Board of Directors are held by two different individuals (Joseph J. Ferra, Jr. and Steven A. Elms, respectively). This structure allows our Chief Executive Officer to focus on our day-to-day business while our Chair leads our Board of Directors in its fundamental role of providing advice to, and independent oversight of, management. Our Board of Directors believes such separation is appropriate, as it enhances the accountability of the Chief Executive Officer to the Board of Directors and strengthens the independence of the Board of Directors from management.

Board’s Role in Risk Oversight

Our Board of Directors believes that open communication between management and the Board of Directors is essential for effective risk management and oversight. Our Board of Directors meets with our Chief Executive Officer and other members of theour senior management team at least quarterly at Board of Director meetings, where, among other topics, they discuss strategy and risks in the context of reports from the management team and evaluate the risks inherent in significant transactions. While our Board of Directors is ultimately responsible for risk oversight, our Board committees assist the Board of Directors in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting, disclosure controls and procedures and certain corporate, cybersecurity, legal and regulatory risks. The Compensation Committee assists our Board of Directors in assessing risks created by the incentives inherent in our compensation policies. The Nominating and Corporate Governance Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to corporate governance and the management of certain corporate, legal and regulatory risks.

Cybersecurity Risk Oversight

We recognize the critical importance of maintaining the trust and confidence of our all of our stakeholders. We are a virtual company, and our business depends on the efficient and uninterrupted operation of our information technology systems and those of our third-party contract research organizations, contract manufacturing organizations and other vendors, contractors and consultants. Our Board is actively involved in oversight of our risk management program, and cybersecurity represents an important component of our overall approach to enterprise risk management (“ERM”). Our cybersecurity policies, standards, processes and practices are fully integrated into our ERM program and are based on recognized frameworks established by the Center for Internet Security Controls Framework and other applicable industry standards, with quarterly review and adjustment of safeguards for continuous improvement. In general, we seek to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.

Our Board, in coordination with our Audit Committee, oversees our risk management process. The Audit Committee receives regular presentations and reports on cybersecurity risks, which address a wide range of topics including recent developments, evolving standards, vulnerability assessments, the threat environment, technological trends and information security considerations arising with respect to our peers and third parties. The Board and the Audit

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Committee will also receive prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been resolved. The Audit Committee regularly discusses our approach to cybersecurity risk management with our management team. Further information relating to cybersecurity and information security is contained in the section titled “Cybersecurity” in our Annual Report.

Director Independence

Our common stock is listed on the Nasdaq Global Select Market. Under the rules of the Nasdaq Stock Market, independent directors must constitute a majority of a listed company’s Boardboard of Directors.directors. In addition, the rules of the Nasdaq Stock Market require that, subject to specified exceptions, each member of a listed company’s Audit, Compensationaudit, compensation and Nominating and Governance Committeesnominating committees must be an “independent director”. Under the rules of the Nasdaq Stock Market, a director will only qualify as an “independent director” if, in the opinion of that company’s Boardboard of Directors,directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Additionally, Compensation Committeecompensation committee members must not have a relationship with the listed company that is material to the director’s ability to be independent from management in connection with the duties of a Compensation Committee member.

Audit Committeecompensation committee member, and audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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Compensation Committee

Our Compensation Committee is composed of Dr. Clackson, Mr. ElmsCarruthers and Dr. Walsh.Mootz. Dr. WalshClackson is the Chair of our Compensation Committee. The composition of our Compensation Committee meets the requirements for independence under the current Nasdaq Stock Market and SEC rules and regulations. Our Compensation Committee is responsible for, among other things:

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projects for management without the committee’s prior approval. The Compensation Committee has determined that none of the work performed by Aon during the fiscal year ended December 31, 20222023 raised any conflict of interest.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is composed of Dr. Clackson, Mr. Elms and Ms. Hu. Dr. ClacksonDrs. Cherrington and Sandler. Mr. Elms is the Chair of our Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee is responsible for, among other things:

Research and Development Committee

Our R&D Committee was formed in 2024 and is composed of Drs. Cherrington, Clackson and Sandler. Dr. Cherrington is the Chair of our R&D Committee. Our R&D Committee is responsible for, among other things:

Codes of Conduct and Ethics

Our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. Our Code of Business Conduct and Ethics is intended to deter wrongdoing and promote the conduct of all our business with high standards of integrity and in compliance with all applicable laws and regulations. We intend to disclose future amendments to certain provisions of our Code of Business Conduct and Ethics, or waivers of these provisions, on our website or in public filings to the extent required by the applicable

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Compensation Committee held sevenfive meetings and the Nominating and Corporate Governance Committee held one meeting. During 2022,2023, none of theour incumbent directors attended fewer than 75% of the aggregate of the total number of meetings held by the Board of Directors during his or her tenure and the total number of meetings held by all committees of the Board of Directors on which such director served during his or her tenure. The independent members of the Board of Directors also meet separately without management directors on a regular basis to discuss such matters as the independent directors consider appropriate.

Board Attendance at Annual Stockholders’ Meeting

We invite and encourage each member of our Board of Directors to attend our annual meetings of stockholders. We do not have a formal policy regarding attendance of our annual meetings of stockholders by the members of our Board of Directors.Board. All of the then-continuing members of our Board of Directors attended our 20222023 annual meeting of stockholders.

Communication with Directors

Stockholders and interested parties who wish to communicate with our Board, of Directors, non-management members of our Board of Directors as a group, a committee of the Board of Directors or a specific member of our Board of Directors (including our Chair) may do so by letters addressed to:

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Elevation Oncology, Inc.

c/o Corporate Secretary

888 Seventh Ave., 12th Floor101 Federal Street, Suite 1900

New York, New York 10106Boston, Massachusetts 02110

All communications by letter addressed to the attention of our Corporate Secretary will be reviewed by the Corporate Secretary and provided to the members of the Board of Directors unless such communications are unsolicited items, sales materials and other routine items and items unrelated to the duties and responsibilities of the Board of Directors.Board.

Considerations in Evaluating Director Nominees

The Nominating and Corporate Governance Committee is responsible for identifying, considering and recommending candidates to the Board of Directors for Board membership. A variety of methods are used to identify and evaluate

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Nominating and Corporate Governance Committee considers director tenure. We value diversity on a company-wide basis but have not adopted a specific policy regarding Board diversity.

Stockholder Recommendations for Nominations to the Board of Directors

The Nominating and Corporate Governance Committee will consider properly submitted stockholder recommendations for candidates for our Board of Directors who meet the minimum qualifications as described above. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. A stockholder of record can nominate a candidate for election to the Board of Directors by complying with the procedures in Article I, Section 1.12 of our bylaws. Any eligible stockholder who wishes to submit a nomination should review the requirements in the bylaws on nominations by stockholders. Any nomination should be sent in writing to our Corporate Secretary, Elevation Oncology, Inc., 888 Seventh Ave., 12th Floor, New York, New York 10106.101 Federal Street, Suite 1900, Boston, Massachusetts 02110. Submissions must include the full name of the proposed nominee, complete biographical information, a description of the proposed nominee’s qualifications as a director, other information regarding the nominee and proposing stockholder specified in our bylaws, and certain representations regarding the nomination. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. These candidates are evaluated at meetings of the Nominating and Corporate Governance Committee and may be considered at any point during the year. If any materials are provided by a stockholder in connection with the recommendation of a director candidate, such materials are forwarded to the Nominating and Corporate Governance Committee.

Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our Board of Directors is set forth below under “Stockholder Proposals to Be Presented at Next Annual Meeting.” In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees for the 2024 Annual Meeting2025 annual meeting of Stockholdersstockholders must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.

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PROPOSAL 1:
ELECTION OF DIRECTORS

Our Board of Directors is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors and director nominees in Class IIIII will stand for election at this Annual Meeting. The terms of office of directors in Class I and Class IIIII do not expire until the annual meetings of stockholders to be held in 2025 and 2024,2026, respectively. Our Nominating and Corporate Governance Committee recommended to our Board, of Directors, and our Board of Directors nominated Mr. ElmsDrs. Clackson and Dr. Walsh,Sandler, each an incumbent Class IIIII director, for election as Class IIIII directors at the Annual Meeting. At the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors proposes that each of the Class IIIII nominees be elected as a Class IIIII director for a three-year term expiring at the annual meeting of stockholders to be held in 20262027 and until such director’s successor is duly elected and qualified or until such director’s earlier resignation or removal.

Each director will be elected by a plurality of the votes present online at the virtual Annual Meeting or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the two individuals nominated for election to the Board of Directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may either vote “FOR” one or all of the nominees or “WITHHOLD” your vote with respect to one or all of the nominees. Shares represented by proxies will be voted “FOR” the election of each of the Class IIIII nominees, unless the proxy is marked to withhold authority to so vote. You may not cumulate votes in the election of directors. If any nominee for any reason is unable to serve, the proxies may be voted for such substitute nominee as the proxy holders, who are officers of our company, might determine. Each nominee has consented to being named in this proxy statement and to serve if elected. Proxies may not be voted for more than two directors.

Nominees to the Board of Directors

The nominees and their ages as of December 31, 20222023 are provided in the table below. Additional biographical information for each nominee is set forth in the text below the table.

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Steven A. Elms has served as the Chairman of our Board of Directors since May 2019 and served as our Chief Executive Officer from May 2019 until November 2020. Mr. Elms currently serves as a Managing Partner of Aisling Capital, a life sciences investment firm, which he joined in 2000. Prior to joining Aisling Capital, Mr. Elms served as a principal in the life sciences investment banking group of Chase H&Q (formerly Hambrecht and Quist Group Inc.). Mr. Elms has served as a director for Marker Therapeutics, Inc.Timothy P. Clackson, Ph.D., a publicly traded clinical-stage immuno-oncology company, since August 2019 and ADMA Biologics, Inc., a publicly traded commercial biopharmaceutical company, since July 2007. Previously, Mr. Elms served on the boards of directors of Zosano Pharma Corporation from May 2018 to May 2022, Loxo Oncology, Inc. from July 2013 to February 2019, Ambit Biosciences Corporation from 2001 to 2014 and MAP Pharmaceuticals, Inc. from 2004 to 2011 and has served on the boards of directors of a number of private companies. Mr. Elms received a B.A. in Human Biology from Stanford University and a M.B.A. from the Kellogg School of Management at Northwestern University. We believe that Mr. Elms’s extensive financial services background and experience in the pharmaceutical and healthcare industries equip him to serve on our Board of Directors.

Colin Walsh, Ph.D. has served as a member of our Board since May 2020. Dr. Clackson has served as Chief Executive Officer and a director of DirectorsIDRx, Inc., a clinical-stage biopharmaceutical company, since August 2019. Dr. Walsh currently serves as a partner at Qiming Venture Partners USA, a healthcare-focused venture capital firm, which he joined in April 2019. Before joining Qiming, Dr. Walsh was a Vice President on the life science investment team at ND Capital, an early-stage venture capital firm, from January 2014 to April 2019.March 2024. Prior to joining ND Capital, Dr. Walsh heldIDRx, he served as President and Chief Executive Officer and a numberdirector of roles as an early employee at Precision NanoSystems,Theseus Pharmaceuticals, Inc., a biotechprecision oncology company, from April 2021 to December 2023. From May 2018 until April 2021, Dr. Clackson was President, Chief Technology Officer and Executive Vice President of Research and Development at Xilio Therapeutics Inc., a then-privately held oncology company. Prior to joining Xilio, Dr. Clackson served as President of Research and Development and Chief Scientific Officer at ARIAD Pharmaceuticals, Inc., an integrated oncology company acquired by Takeda Pharmaceutical Company Limited in February 2017, from June 2010 to May 2017. Prior to that, Dr. Clackson served as ARIAD’s Senior Vice President and Chief Scientific Officer from 2003, and in other roles from 1994. During the past five years, Dr. Clackson has served as a member of the boards of directors of publicly traded biotechnology companies Forma Therapeutics and Spring Bank Pharmaceuticals, in addition to Theseus. Dr. Clackson holds a B.A. in Biochemistry from the University of Oxford and a Ph.D. in Biology from the University of Cambridge. We believe that Dr. Clackson’s extensive leadership experience in our industry and his educational background in biology and biochemistry qualify him to serve on our Board.

Alan B. Sandler, M.D., has served as a member of our Board since February 2024. Dr. Sandler served as Executive Vice President, Chief Medical Officer of Mirati Therapeutics, a Bristol Myers Squibb company, from November 2022 to April 2024. Prior to joining Mirati Therapeutics, he was the President, Head of Global Development, Oncology at Zai Lab Limited, a biopharmaceutical company, from December 2020 to October 2022. Prior to that, Dr. Sandler held roles of increasing responsibility at Genentech, a biotechnology company and member of the Roche Group, from July 2013 to November 2020, culminating in his final role as Senior Vice President, Global Head of Product Development, Oncology.

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2012During his tenure at Genentech/Roche, he led the teams responsible for the global development and regulatory approval of innovative medicines. Prior to September 2015.joining Genentech/Roche, Dr. Walsh currently servesSandler served as a director for a numberProfessor and Chief of private biotechnology companies.Hematology/Oncology at Oregon Health and Science University and he served on the faculties of the medical schools of Indiana University and Vanderbilt University. Dr. WalshSandler holds a Ph.D.an M.D. degree from the UC Berkeley – UCSF Graduate ProgramRush Medical College and completed his training in Bioengineering, a Management of Technology certificate from the UC Berkeley Haas School of Business,internal medicine and a dual B.S. with Honorsfellowship in Chemical Engineeringmedical oncology at Yale-New Haven Medical Center. He has published over 300 publications, including peer-reviewed articles, reviews, abstracts and Biochemistry from the University of Massachusetts, Amherst.book chapters. We believe that Dr. Walsh’s investmentSandler's decades of oncology and drug development experience knowledge of ouracross industry and educational background in biochemistry and bioengineeringacademia equip him to serve on our Board of Directors.Board.

Continuing Directors

The directors who are serving for terms that end following the Annual Meeting and their ages as of December 31, 20222023 are provided in the table below. Additional biographical information for each nominee is set forth in the text below the table.

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R. Michael Carruthers has served as a member of our Board of Directors since May 2021. Mr. Carruthers has served as Chief Financial Officer of Edgewise Therapeutics, Inc., a clinical-stage biopharmaceutical company, since September 2020 and consulted as Chief Financial Officer of OnKure Therapeutics, Inc., a cancer treatment company, since March 2019 until joining the board of directors of OnKure Therapeutics in May 2021. Mr. Carruthers previously consulted as Chief Financial Officer of Brickell Biotech, Inc., a clinical-stage pharmaceutical company focused on treatment of skin diseases, from December 2017 to October 2020, and ClinOne, Inc., clinical trial management company, from August 2018 to May 2020. He also served as Interim President of Nivalis Therapeutics, Inc., a clinical-stage pharmaceutical company, from January 2017 to August 2017 and Chief Financial Officer and Secretary from February 2015 to August 2017. From December 1998 to February 2015, Mr. Carruthers served as Chief Financial Officer for Array BioPharma Inc. Prior to Array, he served as Chief Financial Officer of Sievers Instruments, Inc., a water purification technology company, Treasurer and Controller for the Waukesha division of Dover Corporation, a global manufacturing company, and an accountant with Coopers & Lybrand, LLP. Mr. Carruthers studied accounting at Western Colorado University, and received a B.S. in accountingAccounting from the University of Colorado Boulder and a M.B.A. from the University of Chicago. We believe Mr. Carruthers is qualified to serve on our Board of Directors because of his financial expertise, education and industry background.

Timothy Clackson,Julie M. Cherrington, Ph.D.has served as a member of our Board of Directors since May 2020. Dr. Clackson currently serves as President and Chief Executive Officer and a director of Theseus Pharmaceuticals, Inc., a precision oncology company, which he joined in April 2021. From May 2018 until April 2021, Dr. Clackson was President, Chief Technology Officer and Executive Vice President of Research and Development at Xilio Therapeutics Inc., a then-privately held oncology company. Prior to joining Xilio, Dr. Clackson served as President of Research and Development and Chief Scientific Officer at ARIAD Pharmaceuticals, Inc., an integrated oncology company acquired by Takeda Pharmaceutical Company Limited in February 2017, from June 2010 to May 2017. Prior to that, Dr. Clackson served as ARIAD’s Senior Vice President and Chief Scientific Officer from 2003, and in other roles from 1994. During the past five years, Dr. Clackson has served as a member of the board of directors of publicly traded biotechnology companies Forma Therapeutics and Spring Bank Pharmaceuticals. Dr. Clackson holds a B.A. in Biochemistry from the University of Oxford and a Ph.D. in Biology from the University of Cambridge. We believe that Dr. Clackson’s extensive leadership experience in our industry and his educational background in biology and biochemistry qualify him to serve on our Board of Directors.

Lori Hu has served as a member of our Board since February 2024. Dr. Cherrington has served as the Chair of DirectorsActym Therapeutics, a privately held biotechnology company, since July 2019. Ms. HuMay 2022, the Chair of Tolremo Therapeutics, a privately held biotechnology company, since April 2023, and a director at Syncona Limited, a publicly held life sciences investment company, since February 2022. She also currently serves as a Managing Director of Vertex Ventures HC,director at Sardona Therapeutics and MycRx, each a healthcare investmentprivately held biotechnology company. Dr. Cherrington joined Brandon Capital Partners, a venture capital firm, which she joinedas a Venture Partner in February 2022. She previously was a director at several biotechnology companies, including Mirati Therapeutics from June 2019 to January 2024, Vaxart, Inc. from August 2015. Prior2021 to joining Vertex, Ms. HuAugust 2022 and QUE Oncology from July 2019 to March 2022, and served as an Associate Director in BusinessChief Executive Officer at QUE Oncology from September 2020 to October 2021. Dr. Cherrington also was President, Chief Executive Officer and director of Arch Oncology from October 2017 to September 2020, Revitope Oncology, Inc. from September 2015 to April 2017, Zenith Epigenetics from 2014 to 2015, and Pathway Therapeutics from 2009 to 2013. In addition, she previously served as President and Executive Vice President, Research and Development at Bristol-Myers Squibb Company fromPhenomix Corporation. Earlier in her career, Dr. Cherrington was Vice President of Preclinical and Clinical Research at SUGEN, a

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January 2012 to May 2013Pharmacia/Pfizer company. She began her career at Gilead Sciences, where she held positions of increasing responsibility. Dr. Cherrington holds a B.S. in Biology and an M.S. in Microbiology from the University of California, Davis, and completed her Ph.D. training in Microbiology and Immunology at the University of Minnesota and Stanford University. She completed a postdoctoral fellowship at the University of California, San Francisco. We believe Dr. Cherrington’s breadth of knowledge and deep understanding of the biotechnology and pharmaceutical industries, based on her experience as an executive and as a Management Consultant focuseddirector of several companies in such industries, qualify her to serve on healthour Board.

Steven A. Elms has served as the Chairman of our Board since May 2019 and life sciences at Accenture plcserved as our Interim Chief Executive Officer from August 2007 to December 2011. Ms. HuMay 2019 until November 2020. Mr. Elms currently serves as a Managing Partner of Aisling Capital, a life sciences investment firm, which he joined in 2000. Prior to joining Aisling Capital, Mr. Elms served as a principal in the life sciences investment banking group of Chase H&Q (formerly Hambrecht and Quist Group Inc.). Mr. Elms has served as a director for Marker Therapeutics, Inc., a publicly traded clinical-stage immuno-oncology company, since August 2019 and board observer forADMA Biologics, Inc., a publicly traded commercial biopharmaceutical company, since July 2007. Previously, Mr. Elms served on the boards of directors of Zosano Pharma Corporation from May 2018 to May 2022, Loxo Oncology, Inc. from July 2013 to February 2019, Ambit Biosciences Corporation from 2001 to 2014 and MAP Pharmaceuticals, Inc. from 2004 to 2011 and has served on the boards of directors of a number of private biotechnology and biopharmaceutical companies. Ms. HuMr. Elms received a B.S.E.B.A. in Biomedical EngineeringHuman Biology from DukeStanford University an M.A. in International Studiesand a M.B.A. from the University of Pennsylvania and an M.B.A. from The WhartonKellogg School of the University of Pennsylvania.Management at Northwestern University. We believe that Ms. Hu’sMr. Elms’s extensive financial services background and experience in the pharmaceutical and healthcare industries equip him to serve on our Board.

Joseph J. Ferra, Jr. has served as our President and her service onChief Executive Officer and a member of our Board since July 2023, served as our Interim Chief Executive Officer from January 2023 to July 2023 and served as our Chief Financial Officer from June 2021 to July 2023. Mr. Ferra joined the boardsCompany from Syros Pharmaceuticals, Inc., where he served as Chief Financial Officer from March 2018 to June 2021. Prior to Syros, Mr. Ferra was employed at JMP Securities LLC, where he served as Managing Director from March 2014 to March 2018, Head of directorsEast Coast Healthcare Banking from March 2015 to March 2017 and Co-Head of other biopharmaceutical companies equip herHealthcare Investment Banking from March 2017 to March 2018. Previously, he was employed by UBS Investment Bank from September 2009 to March 2014 serving, most recently, as Executive Director of global healthcare investment banking. Mr. Ferra received a B.S. in Chemistry with distinction from Purdue University and an M.B.A. from The Stephen M. Ross School of Business at the University of Michigan. We believe Mr. Ferra is qualified to serve on our Board because of Directors.his experience in the biopharmaceutical and financial services industries and his demonstrated business judgment.

Darcy Mootz, Ph.D., has served as a member of our Board since January 2024. Dr. Mootz has been President of Architect Therapeutics, a biopharmaceutical company, since April 2023. She previously served as Head of Amunix Pharmaceuticals, Inc., a biopharmaceutical company, from February 2022 to April 2023 and Chief Business Officer of Amunix from February 2019 to February 2022. Prior to joining Amunix, Dr. Mootz was an independent consultant working with venture capital firms and life sciences companies on corporate development and strategy projects. Before that, she served as Chief Business Officer of ORIC Pharmaceuticals, an oncology company, and held senior corporate development roles at Achaogen, a biopharmaceutical company. Dr. Mootz currently serves on the board of directors of Alpha-9 Oncology, Inc., a clinical-stage biopharmaceutical company. Dr. Mootz received a B.S. in Biology from Duke University and a Ph.D. in Biochemistry from Harvard University. We believe that Dr. Mootz’s executive and board experience at life sciences companies and strong track record in corporate development and strategy qualify her to serve as a member of our Board.

Board Diversity

Due to the complex nature of our business, the Board believes it is important to consider diversity of race, ethnicity, gender, sexual orientation, age, education, cultural background, and professional experiences in evaluating boardBoard candidates in order to provide practical insights and diverse perspectives. Members of our Board self-identify as set forth in the table below.

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To see our Board Diversity Matrix as of April 27, 2023, please see our proxy statement filed with the SEC on April 27, 2023.

Family Relationships

There are no familial relationships among any of our directors and executive officers.

Non-Employee Director Compensation

Our compensation program for non-employee directors adopted by our Board of Directors provides for the following compensation:

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The following table sets forth the compensation earned by or paid to our non-employee directors for services provided during the year ended December 31, 2022. Shawn M. Leland, Pharm.D., RPh, our former President and Chief Executive Officer, resigned from our Board of Directors in January 2023 and2023. Mr. Ferra received no compensation for his service as a director during 2022.2023.

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PROPOSAL 2:
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

Our Audit Committee has selected CohnReznick LLP as our principal independent registered public accounting firm to perform the audit of our financial statements for the fiscal year ending December 31, 2023.2024. CohnReznick LLP audited our financial statements for the fiscal years ended December 31, 2023, 2022, 2021 and 2020. We expect that representatives of CohnReznick LLP will be present at the Annual Meeting, will be able to make a statement if they so desire and will be available to respond to appropriate questions.

At the Annual Meeting, the stockholders are being asked to ratify the appointment of CohnReznick LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.2024. Although ratification by stockholders is not required by law, our Audit Committee is submitting the selection of CohnReznick LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. If this proposal does not receive the affirmative approval of a majority of the votes cast on the proposal, the Audit Committee would reconsider the appointment. Notwithstanding its selection and even if our stockholders ratify the selection, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in our best interests and the interests of our stockholders.

The following table presents fees for professional audit services rendered by CohnReznick LLP for the years ended December 31, 20222023 and 2021.2022.

Principal Accountant Fees and Services

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REPORT OF THE AUDIT COMMITTEE

The information contained in the following report of the Audit Committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by us under the Exchange Act or the Securities Act, unless and only to the extent that we specifically incorporate it by reference.

The Audit Committee has reviewed and discussed with our management and CohnReznick LLP our audited financial statements as of and for the year ended December 31, 2022.2023. The Audit Committee has also discussed with CohnReznick LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (United States) and the SEC.

The Audit Committee has received and reviewed the written disclosures and the letter from CohnReznick LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with CohnReznick LLP its independence.

Based on the review and discussions referred to above, the Audit Committee recommended to our Board of Directors that the audited financial statements as of and for the year ended December 31, 20222023 be included in the Annual Report for filing with the SEC.

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Submitted by the Audit Committee

R. Michael Carruthers, Chair

Lori HuSteven A. Elms

Colin Walsh,Darcy Mootz, Ph.D.

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Interests of Directors and Officers

We do not believe that our directors or executive officers have substantial interests in this proposal, except for our executive officers who will benefit from the exculpation provided for in the Exculpation Amendment.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE EXCULPATION AMENDMENT.

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EXECUTIVE OFFICERS

The following table provides information regarding our current executive officers:

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Joseph J. Ferra, Jr. For information regarding Mr. Ferra, our President and Chief Executive Officer and a member of our Board, see “Proposal 1: Election of Directors.”

David Dornan, Ph.D.,has served as our Interim Chief ExecutiveScientific Officer since March 2022. Before joining us, Dr. Dornan served as Chief Scientific Officer at Bolt Biotherapeutics, Inc. from January 2021 to March 2022. From November 2017 to January 2021, Dr. Dornan served as Senior Vice President of Research and President since January 2023Manufacturing at Bolt Therapeutics. From 2012 to November 2017, Dr. Dornan held various positions at Gilead Sciences, Inc., including Director and Head of Oncology Research and Senior Research Scientist II, Oncology. From 2002 to 2012, Dr. Dornan held various positions at Genentech, Inc. Dr. Dornan received a B.Sc. in Biochemistry and Molecular Biology from the University of Strathclyde and a Ph.D. in Molecular Oncology/Biochemistry from the University of Dundee.

Tammy Furlong has served as our Chief Financial Officer since June 2021. Mr. Ferra joined us from Syros Pharmaceuticals, Inc., where heJuly 2023. Ms. Furlong previously served as Chief Financial Officerour Vice President of Finance and Accounting from MarchApril 2021 to July 2023. Prior to joining us, Ms. Furlong served as a finance consultant from September 2018 to June 2021. Prior to Syros, Mr. Ferra was employed at JMP Securities,March 2021, where he served as Managing Director from March 2014 to March 2018, Head of East Coast Healthcare Banking from March 2015 to March 2017she focused on capital raising, strategic transactions and Co-Head of Healthcare Investment Banking from March 2017 to March 2018. Previously, he held various investment banking roles, including at UBS Investment Bankfinance operations for multiple biotechnology and JPMorgan. Mr. Ferrapharmaceutical companies. Ms. Furlong is a certified public accountant and received a B.S. in chemistry with distinctionAccounting from PurdueAdelphi University and an M.B.A.M.B.A from The Stephen M. Ross School of Business at the University of Michigan.Bentley University. 

Valerie M. Jansen, M.D., Ph.D., has served as our Chief Medical Officer since October 2021. Dr. Jansen previously served as our Vice President of Clinical Development from April 2021 to October 2021. Dr. Jansen joined us from Mersana Therapeutics, where she served as Executive Medical Director from January 2020 to April 2021. Prior to Mersana Therapeutics, Dr. Jansen was employed at Eli Lilly and Company, where she served as Senior Medical Advisor from September 2017 to January 2020. Prior to Eli Lilly, Dr. Jansen was employed at the Vanderbilt University Medical Center from July 2010 to July 2018 serving, most recently, as Adjunct Instructor in Medicine. Dr. Jansen received a B.A. in Chemistry from Maryville College, a Ph.D. in Molecular Sciences from the University of Tennessee Health Science Center and an M.D. from the University of Chicago Pritzker School of Medicine.

David Dornan, Ph.D. has served as our Chief Scientific Officer since March 2022. Before joining us, Dr. Dornan served as Chief Scientific Officer at Bolt Biotherapeutics, Inc. from January 2021 to March 2022. From November 2017 to January 2021, Dr. Dornan served as Senior Vice President of Research and Manufacturing at Bolt Therapeutics. From 2012 to November 2017, Dr. Dornan held various positions at Gilead Sciences, Inc., including Director and Head of Oncology Research and Senior Research Scientist II, Oncology. From 2002 to 2012, Dr. Dornan held various positions at Genentech, Inc. Dr. Dornan received a B.Sc. in Biochemistry and Molecular Biology from the University of Strathclyde and a Ph.D. in Molecular Oncology/Biochemistry from the University of Dundee.

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EXECUTIVE COMPENSATION

The following tables and accompanying narrative disclosure set forth information about the compensation provided to certain of our executive officers during the years ended December 31, 20222023 and 2021.2022. These executive officers, who include our former principal executive officer and the two most highly compensated executive officers (other than our former principal executive officer) who were serving as executive officers at the end of the fiscal year ended December 31, 2022,2023, were:

We refer to these individuals as our “named executive officers.”

Summary Compensation Table

The following table presents summary information regarding the total compensation for services rendered in all capacities that was awarded to and earned by our named executive officers during the years ended December 31, 20222023 and 2021:2022:

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Non-Equity Incentive Plan Compensation

Annual bonuses for our executive officers are based on the achievement of corporate and individual performance objectives. For each of the 20222023 and 20212022 bonuses, the corporate performance objectives included certain development goals and milestones. The 20222023 and 20212022 target bonus amounts, expressed as a percentage of annual base salary, for our named executive officers were 55%50% for Dr. LelandMr. Ferra and 40% for each of Drs. JansenDornan and Dornan.Jansen. In January 2023,February 2024, our compensation committeeCompensation Committee met to review performance against the 20222023 bonus goals and approved cash bonuses for the named executive officers in the amounts set forth in the “Non-equity incentive plan compensation”“Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above.

2022 Outstanding Equity Awards at Fiscal Year-End Table

The following table presents, for each of our named executive officers, information regarding outstanding stock options and RSUs held as of December 31, 2022:2023:

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Subject to Dr. Leland’s execution of a general release of claims, the terms of the Separation Agreement, and the terms of the Advisory Agreement, Dr. Leland will be entitled to receive the following benefits: (i) a lump sum payment in the gross amount of $574,750, equal to twelve (12) months of his annual salary; (ii) a lump sum payment in the gross amount of $300,306.88, which reflects Dr. Leland’s earned bonus for the 2022 fiscal year; (iii) the amount of COBRA premiums he would be required to pay to maintain group healthcare coverage as in effect on the Separation Date for twelve (12) months following the Separation Agreement; and (iv) accelerated vesting in his outstanding equity awards with respect to the number of shares that would have vested if Dr. Leland had remained in service for twelve (12) months following the Separation Date. In exchange for providing consulting services to the Company through the Advisory End Date, Dr. Leland’s existing equity awards will continue to vest during the term of the Advisory Agreement and Dr. Leland will be entitled to exercise his vested equity awards until the twelve (12) month anniversary of the Advisory End Date.

On June 5, 2021, we entered into an offer letter with Mr. Ferra. The offer letter provides for an annual base salary and that Mr. Ferra will be entitled to an annual retention and performance bonus with a target amount equal to 40%50% of his base compensation, subject to his continued service on the payment date of such bonus. Mr. Ferra also received a signing bonus of $75,000 (subject to partial repayment in the event that Mr. Ferra’s service to the Company terminates voluntarily or for Cause (as defined in Mr. Ferra’s offer letter) prior to his 3-year anniversary with us). Mr. Ferra’s offer letter also provided for a grant of options to purchase 249,104 shares of our common stock as well as an award of RSUs covering 200,995 shares of our common stock. Each of the foregoing equity awards are subject to time- and service-based vesting over a 4-year period, subject to a 1-year cliff; provided, however, that such awards are also subject to 100% vesting acceleration on a termination without Cause or a resignation for Good Reason (each, as defined in Mr. Ferra’s offer letter), in either case within 12 months following a change of control. Mr. Ferra is an at-will employee and does not have a fixed employment term. He is eligible to participate in our employee benefit plans, including health insurance, that we offer to our employees.

On January 5, 2023, Mr. Ferra’s CIC and Severance Agreement (as defined below) was amended in connection with his appointment as Interim Chief Executive Officer (as amended, the “Amended Severance Agreement”) to reflect severance benefits consistent with our Chief Executive Officer position. Under the Amended Severance Agreement, during the term of Mr. Ferra’s service as Interim Chief Executive Officer, in the event that he is terminated for any reason other than for “cause”, he will be entitled to (i) an amount equal to 12 months of his base salary at the rate in effect immediately prior to such termination, payable in a cash lump-sum, (ii) to the extent Mr. Ferra timely elects to receive continued coverage under our group-healthcare plans, we will continue to pay the full amount of his or her premium payments for such continued coverage for a period ending on the earlier of (x) 12 months following the termination date and (y) the date that he becomes eligible for coverage under another employer’s plans, and (iii) vesting acceleration of his equity awards (including any unvested shares issued upon conversion of any profits interests and excluding any performance-based equity awards) in an amount equal to an additional 12 months of vesting credit. Further, in the event that such termination of employment is without “cause” or is due to a resignation for “good reason,” that occurs within 12 months following a “change of control” of the Company, then (i) the amount payable as severance shall be increased to 18 months of Mr. Ferra’s base salary at the rate in effect immediately prior to such termination plus 100% of his then-current annual target bonus opportunity, payable in a cash lump-sum, (ii) the period of continued benefit coverage shall be increased to a period of 18 months following the termination date (or, if earlier, until the date that he becomes eligible for coverage under another employer’s plans), and (iii) the vesting acceleration of all equity awards shall be increased to 100% vesting acceleration of each of his then-outstanding equity awards (provided that performance-based awards shall accelerate at the greater of target levels or actual achievement). All such payments and benefits (whether with or apart from a change of control) will be subject to Mr. Ferra’s execution of a general release of claims against us. Additionally, in connection with Mr. Ferra’s appointment as Interim Chief Executive Officer, on January 5, 2023, the Board approved certain adjustments to his compensation terms for such position, which includes an increase in monthly base salary of $10,000, an increase in target bonus amount to 50% and a one-time stock option grant of 30,000 shares that will vest in equal monthly installments over six months from the grant date. The adjustments to Mr. Ferra’s cash compensation in relation to his appointment as Interim Chief Executive Officer will be prorated for time served in that role.

On March 16, 2022, we entered into an offer letter with Dr. Dornan. The offer letter provides for an annual base salary and that Dr. Dornan will be entitled to an annual retention and performance bonus with a target amount equal

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EQUITY COMPENSATION PLAN INFORMATION

The following table presents information as of December 31, 20222023 with respect to compensation plans under which shares of our common stock may be issued.issued:

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other than the executive officer and director compensation arrangements discussed above under “Executive Compensation” and “Proposal 1—Election of Directors—Director Compensation,” respectively, below we describe the transactions to which we were anot party to any transactions since January 1, 2021,2022, in which the amount involved exceeded the lesser of $120,000 and 1% of the average of the Company’s total assets at year-end for the prior two completed fiscal years and in which our directors, executive officers, former directors, former executive officers, director nominees andor holders of more than 5% of our common stock, or other persons as may be required to be disclosed pursuant to Item 404 of Regulation S-K, had a direct or indirect material interest.

Insider Participation in Initial Public Offering

Certain of our principal stockholders and their affiliated entities, including stockholders affiliated with certain of our directors, purchased an aggregate of 1,937,500 shares of our common stock in our initial public offering on June 29, 2021 at the initial public offering price of $16.00 per share. The following table summarizes the shares of common stock purchased by our executive officers, members of our Board of Directors or their affiliates and holders of more than 5% of our outstanding capital stock in an amount exceeding $120,000: